Exhibit 107
EX-FILING FEES
Form S-8
(Form Type)
Safehold Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, par value $0.01 per share | Rule 457(c) and Rule 457(h) | 1,000,000(2) | $18.58(3) | $18,580,000 | 0.00014760
| $2,742.41 |
| Total Offering Amounts | $2,742.41 | ||||||
| Total Fees Previously Paid | — | ||||||
| Total Fee Offsets(4) | $1,739.62 | ||||||
| Net Fee Due | $1,002.79 | ||||||
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the registrant’s common stock, par value $0.01 per share (the “Common Stock”), that become issuable under the Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan (as amended, the “Plan”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the registrant’s receipt of consideration that would increase the number of outstanding shares of Common Stock.
(2) Covers 1,000,000 additional shares of Common Stock available for issuance pursuant to the Plan.
(3) For purposes of computing the registration fee only. Pursuant to Rule 457(c) and 457(h) of the Securities Act, the Proposed Maximum Offering Price Per Share is based upon the average of the high and low prices of Common Stock, as reported on the New York Stock Exchange on May 29, 2024, which was $18.58 per share.
(4) See “Table 2: Fee Offset Claims and Sources” to this Exhibit 107 for information related to the fee offset.
Table 2: Fee Offset Claims and Sources
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |
| Rule 457(p) | |||||||||||
| Fee Offset Claims | Safehold Inc. | 424b5 | 333-271113 | August 9, 2023 | — | $1,739.62(1) | Equity | Common Stock, par value $0.01 per share | 737,666 | $15,786,052.40 | — |
| Fee Offset Sources | Safehold Inc. | 424b5 | 333-271113 | — | August 9, 2023 | — | — | — | — | — | $1,739.62 |
(1) The registrant previously filed a prospectus supplement (the “Prospectus Supplement”), dated August 7, 2023 to a prospectus, dated April 4, 2023, constituting part of its Registration Statement on Form S-3 (File No. 333-271113) relating to the offer and sale of up to 7,475,000 shares of its Common Stock, for which a filing fee of $17,628.15 was paid based on the fee rate then in effect. 975,000 shares of Common Stock remain unsold under the Prospectus Supplement, resulting in an offset fee of $2,299.32. Safehold Inc. hereby confirms that the offering that included such unsold securities has been completed. The registrant previously offset $559.70 of the fees associated with its Registration Statement on Form S-8 filed on December 4, 2023, leaving an offset fee balance of $1,739.62 available for future filings. Pursuant to Rule 457(p), the registrant is offsetting $1,739.62 of the fees associated with this Registration Statement from the filing fee previously paid in connection with the Prospectus Supplement, leaving no remaining fee balance available to offset future filings. Accordingly, an additional registration fee of $1,002.79 is being paid in connection with the filing of this Registration Statement.
